FORM OF [AMENDED] SELLER LOCK-UP AGREEMENTLock-Up Agreement • November 18th, 2024 • Distoken Acquisition Corp • Blank checks • New York
THIS [AMENDED AND RESTATED] LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF AMENDED FOUNDER LOCK-UP AGREEMENTFounder Lock-Up Agreement • November 18th, 2024 • Distoken Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement), the “Purchaser”), Youlife International Holdings Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 18th, 2024 • Distoken Acquisition Corp • Blank checks
This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of November 13, 2024, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company with registration number 3127 (the “Sponsor”); (iii) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”); (iv) Youlife I Limited, a Cayman Islands exempted company with registration number 408168 and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Youlife II Limited, a Cayman Islands exempted company with registration number 408169 and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”). Capitalized terms used but not defined herein shall have the meaning
